Two little boys want to become bears, much to the consternation of their teacher and their father, the principal of the school. They meet a fortuneteller who tells them they can turn into bears if they put on bear costumes, rub themselves with a salve, and say a witch's curse. They do so, and discover that it works.

Had I known the basic plot of the movie, taken the time to look at it's 4.6 average rating on IMDB, and known that it featured cutesy songs by Brenda Lee, I might well have prepared for the worst when I sat down to watch this. As it was, I went into it blind, and instead, I found myself rather taken by the cast, which featured Eddie Albert, Jane Wyatt, Soupy Sales, Butch Patrick, Nancy Kulp and Milton Parsons. Even the potentially saccharine "Honey Bear" song warbled by Miss Lee didn't drive me off, probably because I found it an easier song to bear with than the one that opened THE WIZARD OF BAGHDAD the other day. As a result, I found myself quite charmed by this one; no, it's far from a classic, but it's unpretentious, has a nice sense of gentle magic to it, and in its own ingenuous way it mines some of the same childhood feelings as the superior THE CURSE OF THE CAT PEOPLE . All in all, I liked this one, though it may be simply because it hit me in the right mood.